Xinhua News Media : REVISED FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 25 SEPTEMBER 2020

XINHUA NEWS MEDIA HOLDINGS LIMITED

新華通訊頻媒控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 309)

REVISED FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

TO BE HELD ON 25 SEPTEMBER 2020

I/We (Note 1) of

being the register holder(s) ofshares (Note 2) of HK$0.01 each in the share capital of Xinhua News Media Holdings Limited (the "Company") hereby appoint THE CHAIRMAN OF THE MEETING (Note 4)

or

of

as my/our proxy to attend the Annual General Meeting (and at any adjournment thereof) of the Company to be held at 9/F., Gloucester Tower, The Landmark, 15 Queen's Road Central, Hong Kong at 11:00 a.m. on 25 September 2020 for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below:

				ORDINARY RESOLUTIONS			FOR	AGAINST
						(Notes 5 & 6)	(Notes 5 & 6)
1.	To consider and receive the audited consolidated financial statements of the Company and the reports of
	the Directors and auditors for the year ended 31 March 2020.
2.	To re-elect Mr. Lo Kou Hong as an executive director of the Company.
3.	To re-elect Mr. Tsui Kwok Hing as an executive director of the Company.
4.	To re-elect Mr. Fu jun as an executive director of the Company.
5.	To re-elect Mr. Leung Cheung Hang as an executive director of the Company.
6.	To re-elect Mr. Wong Hon Kit as an independent non-executive director of the Company.
7.	To authorise the board of directors of the Company to fix the respective directors' remuneration.
8.	To re-appoint ZHONGHUI ANDA CPA Limited as auditors of the Company and to authorise the board of
	directors of the Company to fix their remuneration.
9.	To give a general mandate to the directors of the Company to purchase the Company's shares not exceeding
	10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing
	of this resolution.
10.	To give a general mandate to the directors of the Company to issue, allot and deal with additional shares in
	the capital of the Company not exceeding 20% of by the aggregate nominal amount of the issued share
	capital of the Company as at the date of passing this resolution.
11.	To extend the general mandate granted to the directors of the Company to issue, allot and deal with
	additional shares in the capital of the Company by the aggregate nominal amount of shares repurchased by
	the Company.
12.	To increase the authorised share capital of the Company from HK$20,000,000 divided into 2,000,000,000
	shares of HK$0.01 each ("Share(s)") to HK$40,000,000 divided into 4,000,000,000 Shares by the creation of
	an additional 2,000,000,000 new Shares (the "Increase in Authorised Share Capital"); and To authorise any
	one or more of the directors of the Company to do all such acts and things and execute all such documents
	which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the
	implementation of and giving effect to the Increase in Authorised Share Capital.
13.	To refresh the scheme mandate limit under the share option scheme.
Dated this		day of		, 2020	Signature			(Note 7)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the meeting in person to represent the member.
4. If any proxy other than the Chairman is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
6. All resolutions will be put to vote by way of poll at the meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorised representative), or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
8. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
9. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company's Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time fixed for holding this meeting or any adjourned meeting.
10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be revoked.